Federal E-Sign Act Disclosure and Agreement
This electronic transaction disclosure, consent, and agreement below (collectively, the agreement) contains important information that you are entitled to receive before you consent to receive electronic records. Please read this agreement carefully and download, save and/or print a copy for your files.
We may occasionally be required by law to provide you, the signer(s) of this agreement, with certain written notices or disclosures. This agreement discloses certain information to you that we are required to provide before obtaining your consent to receive such legally required notices and disclosures by electronic means. This agreement also obtains your consent to electronically receive such legally required notices and disclosures (i.e., “required information”) in a matter that reasonably demonstrates your ability to access and retain the required information.
Scope of Communications to be Provided in Electronic Form
You agree that we may provide you with any communications that we may choose to make available in electronic format, to the extent allowed by law, and that we may discontinue sending paper communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic communications and disclosures includes:
• All legal and regulatory disclosures and communications associated with any transactions that are initiated and/or completed through Capchase’s systems.
• Privacy policies and notices.
• Records and documents, including notices and disclosures of a change in terms, relating to any of your accounts with Capchase as long as we have a continuing relationship.
Types of Required Information Provided by Electronic Means; Accessing and Retaining Information
In conjunction with the processing of any transaction in which you participate with us, we will provide or make required information available to you in PDF format. To access and retain required information, you will need the following:
• A personal computer or other device which is capable of accessing the internet, and has a minimum operating system such as: Windows 2000, Windows XP, Windows Vista, or Mac OS X
• A web browser: minimum versions are recommended such as Microsoft Internet Explorer 8.0, Mozilla Firefox 3.0+, Google Chrome 4.0+, or Safari 3.0+
• An e-mail account with an internet service provider and e-mail software.
• PDF reader: Adobe Reader or similar software may be required to view and print PDF files. You may download the most current version of the software identified above by going to www.adobe.com.
• A printer (for printed copies) or a working hard drive or other storage device (to store electronic copies).
• Screen Resolution: 800 x 600 minimum.
• Enabled Security Settings: Allow per session cookies.
These technical requirements are subject to change. If they change, you will be provided with an updated version of this agreement and asked to provide us with your consent in a manner that reasonably demonstrates your ability to receive notices and disclosures under the new technical requirements.
How to Obtain Paper Copies of Required Information
You may request a free paper copy of required information we have electronically provided or made available to you at any time by contacting us as set out below. Additionally, you may download and print any required information we send you through any system.
Our Option to Send Paper
Your consent does not mean that we must provide the required information electronically. We may, at our option, deliver required information and other communications to you on paper should we choose to do so. We may also require that certain communications from you be delivered to us on paper at a specified address.
Withdrawing Your Consent
If, after you have consented to receive the required information electronically, you decide that you wish to receive the required information in paper format only, you may withdraw your previously provided consent by contacting us as set out below.
Informing Us of Your Current Email Address
You are responsible for providing us with a working individual email address to which we can send required information and for ensuring that it is kept current in our files. Please inform us each time you change your email address by contacting us as set out below.
How to Contact Capchase
In each instance, you may contact us by written request at by email at email@example.com.
You understand that the information you have elected to receive is confidential in nature. We are not responsible for unauthorized access by third parties to information and/or communications provided electronically nor any damages, including direct, indirect, special, incidental or consequential damages caused by any unauthorized access. We are not responsible for delays in the transmission of any information. We are not responsible for any computer virus or related problems.
Consent and Agreement
By accepting this agreement, you certify that: (i) you have read and understand this agreement, (ii) you can print on paper or electronically save this agreement for your future reference, (iii) you consent to receive the required information by the electronic means described above, (iv) you acknowledge that you are providing your consent to receive electronic communications pursuant to the Electronic Signatures in Global and National Commerce Act and intend that this statute applies to the fullest extent possible, and (v) you have provided a working individual email address.
TERMS AND CONDITIONS
These terms govern the Earn account you establish with Capchase Inc. (“we” or “us”).
When you add money to your Earn account as described below, such funds will be eligible for FDIC pass-through insurance. We will maintain a custodial account for the benefit of Earn account holders at BankProv, a Massachusetts bank, in a non-interest bearing account, through which our customers will be the ultimate beneficial owners. This custodial account will be set up so that Capchase customers will be eligible for the benefits of pass-through FDIC insurance coverage. Subject to the limitations set forth below, this means that if the bank holding the custodial account in which your funds are deposited fails, you should be eligible to be insured by the FDIC up to the standard deposit insurance amount (currently $250,000 per depositor). Note that the FDIC insurance maximum applies to the aggregate of all funds that you have on deposit in other accounts with the same bank in a particular FDIC ownership category.
All funds in the custodial account are protected by the Depositors Insurance Fund for any amounts not covered by FDIC Insurance.
Adding and Withdrawing Funds
Once directed by you through the Capchase Earn platform, we will, through our payments operations partner, initiate a transfer of funds from the bank account you identify to us to the custodial account at BankProv. Note that each Capchase Earn account must initially be funded in amount of $100,000 or more, after which no minimum requirements shall apply. Similarly, you may withdraw funds in $1 increments at any time by directing us through the Capchase Earn platform, after which we will, through our payments operations partner, initiate a transfer from the custodial account at BankProv to the bank account from which you initially funded your Capchase Earn account (and only to this account). These funds will not go through any other accounts before reaching the custodial account at BankProv. We will at all times maintain a ledger of the amounts you have added to and withdrawn from your Earn account.
We will apply a monthly credit to your Capchase Earn account based on an annual rate of 3.00% and the average daily balance of your Earn account during the month of calculation. This rate is subject to change at any time. All such amounts will be funded to the custodial account and tracked on the ledger described in the preceding section no later than the third day of the following month. No minimum balance is required for the cash credit.
We reserve the right to at any time require not less than seven days of notice in writing before any such withdrawal of funds.
There are no fees to use the Capchase Earn product.
Capchase will provide you a monthly statement regarding your Earn account. You must exercise reasonable promptness in reviewing these statements for accuracy.
KYC/CIP/AML Obligations and Process
To help the government fight the funding of terrorism and money laundering activities, applicable law requires us to obtain, verify, and record information that identifies each customer who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents. You are required to provide the information we request, including information regarding the beneficial owners of your entity, to meet legal and regulatory requirements.
Prohibitions and Requirements
Earn accounts are not available to businesses in the following industries: marijuana, internet gaming or gambling, tobacco, alcohol, firearms, military equipment/munitions, adult entertainment, or to businesses that have conducted or plan to conduct an initial coin offering. You agree not to access and/or use the Capchase Earn account for any purpose that is not expressly permitted by these terms or is otherwise unlawful. If you provide any information to us, you agree to provide only true, accurate, current and complete information, and you will keep such information true, accurate, current and complete. You are responsible for all activities that occur under your Earn account. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself.
These terms, the Earn account, and your rights and obligations hereunder or thereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
We will provide you with a 1099-MISC form as required by law showing the tax credits made to your Earn account. The payment of all required federal, state and local taxes is solely your responsibility.
It is your responsibility to protect the account numbers and account credentials we provide you or you establish for your Earn account.
Indemnification and Liability
You hereby agree to indemnify and hold harmless Capchase Inc. and each of our affiliates, officers, members, managers, directors, employees, equity holders, information providers, suppliers, licensors and licensees, and their respective successors and assigns (“Covered Persons”) from and against any and all losses, damages, liabilities, deficiencies, judgments, interest, awards, fines, costs or expenses of whatever kind, including, without limitation, amounts paid in settlement and reasonable attorneys’ fees incurred by any Covered Person in connection with any claim, action, arbitration, litigation, subpoena or investigation of any nature (whether at law or in equity) arising out or caused by your use of the Earn account, and/or any breach, or alleged breach, of any of these terms by you. In no event shall any covered person be liable for any (A) personal injury or property damage arising from any user’s use of or participation in the services, or (B) incidental, indirect, special or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, costs of procurement of substitute products or services or any other damages or losses, arising out of, or in any way connected with, these terms of service and/or the service, whether for breach of contract, in tort or otherwise, even if such covered person is advised of the possibility of such damages and whether or not such damages are a reasonably foreseeable consequence of a breach of this agreement or a tort that falls within the scope of this agreement. IN NO EVENT SHALL ANY COVERED PERSON’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE CAPCHASE EARN ACCOUNT, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. . You expressly acknowledge and agree that your use of the Service is at your sole risk. The Service is provided on an "AS IS", "WITH ALL FAULTS", and "AS AVAILABLE" basis. Capchase uses commercially reasonable industry standard measures designed to prevent any unauthorized access to and use of your data. However, no form of online security is 100% secure. As such, we make no representation that the the services provided will be secure. In addition, Capchase makes no representations or warranties relating to the Earn account service including, without limitation, representations or warranties that (a) it shall meet your requirements, (b) the operation of the account will be uninterrupted or error free, or (c) any defects in the account service will be corrected. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND CAPCHASE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT CAPCHASE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CAPCHASE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. Capchase shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
The laws of the State of New York, excluding its conflicts of law rules, shall govern these terms and your use of the Earn account. Any claim relating to these terms or the Earn account shall be exclusively prosecuted in a federal or state court of competent jurisdiction located within the State of New York and you hereby consent to the jurisdiction of such court solely for such purposes and you further waive any argument that any such court does not have jurisdiction over such dispute or that venue in any such court is not appropriate or convenient. Capchase will be entitled to recover their court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of any term of these terms.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CAPCHASE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
Any and all disputes, claims or controversies arising out of or relating to this Arbitration Agreement, the breach thereof, or any use of the Earn account (“Claims”), except for claims filed in a small claims court that proceed on an individual (non-class, non-representative) basis, shall be settled by binding arbitration in accordance with American Arbitration Association (“AAA”) governing rules and procedures, including the Supplementary Procedures for Consumer-Related Disputes, where applicable. In agreeing to arbitrate all Claims, you and Capchase waive all rights to a trial by jury in any action or proceeding involving any Claim. This arbitration undertaking is made pursuant to and in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act (“FAA”) at 9 U.S.C. Section 1, et seq. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. The parties agree that an award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other case except to enforce the award itself. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement and shall survive termination of your relationship with Capchase.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Capchase. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. Subject to the limitations set forth below in this Section, the arbitrator shall have authority to award legal and equitable relief on an individual basis that a judge in a court of law would have, provided that:
The arbitrator shall not have authority to award punitive damages unless authorized to do so by statute; and
Any and all claims shall be arbitrated on an individual basis only and shall not be consolidated or joined with or in any arbitration or other proceeding involving a Claim of any other party. You and Capchase agree that the arbitrator shall have no authority to arbitrate any Claim as a class action or in any other form other than on an individual basis.
The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator’s decision is final and binding on you and Capchase.
YOU AND CAPCHASE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Capchase is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in the “Governing Law” Section. This provision does not prevent you or Capchase from participating in a class-wide settlement of claims.
To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim in any forum unless you provide Capchase with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence, which should be provided in the manner outlined under the “Notice” Section
Notwithstanding any provision in the Agreement to the contrary, we agree that if Capchase makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Capchase.
Capchase reserves the right to amend or modify these terms at our sole discretion, or Capchase may impose new conditions, at any time with or without notice. Any such changes or additions shall be effective immediately when we post them.
If any provision of this document is found to be unenforceable according to its terms, all remaining provisions will continue in full force and effect.